Busse v. United Panam Financial Corp.

Opinion

BEDSWORTH, J.

I. INTRODUCTION

Occasionally we are faced with a difficult question of statutory interpretation that qualifies as a “Halbert’s Lumber issue.” (E.g., Halbert’s Lumber, Inc. v. Lucky Stores, Inc. (1992) 6 Cal.App.4th 1233, 1235 [8 Cal.Rptr.2d 298] (Halbert’s Lumber) [“a real doozy of a puzzle”].) This is such a case, involving section 1312 of the Corporations Code, which generally governs the rights of minority shareholders who dissent from mergers and buyouts. No published case has confronted the problem of how subdivision (b) of section 1312—which involves buyouts when…